8-K

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                Current Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                              September 27, 2004
               Date of Report (Date of Earliest Event Reported)

                                  ZiLOG, Inc.
            (Exact name of Registrant as specified in its charter)


        Delaware                       001-13748               13-3092996
(State or other Jurisdiction       Commission File No.)       (IRS Employer
of  Incorporation)                                           Identification No.)

                                532 Race Street
                          San Jose, California 95126
         (Address of principal executive offices, including zip code)

                                (408) 558-8500
             (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 2.02  Results of Operations and Financial Condition

On September 27, 2004, ZiLOG, Inc. (the "Registrant") issued the press release
attached hereto as Exhibit 99.1 updating its revenue and gross margin outlook
for the third quarter of 2004.

Item 9.01 Financial Statements and Exhibits

      (c) Exhibits.

          The following exhibit is furnished with this report on Form 8-K:


          99.1  ZiLOG, Inc. press release dated September 27, 2004







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                    ZiLOG, INC.

                                                    By: /s/ John Rodman
                                                       ------------------------
                                                       John Rodman
                                                       Controller


Date: September 27, 2004

EX-99

                                                                    Exhibit 99.1
                                                                    ------------





                 ZiLOG LOWERS THIRD QUARTER 2004 EXPECTATIONS


San Jose, CA (September 27, 2004) ZiLOG, Inc. (NASDAQ: ZILG) the creator of
the Z80 microprocessor and a leading innovator of integrated 8 bit
microcontroller solutions, today announced it is lowering its revenue outlook
for the third quarter of 2004. Sales for the third quarter are now expected to
be $23 million compared to earlier guidance of $25.5 million. Demand for the
company's consumer products is trending below previous expectations. The lower
sales reflects lower sell through sales in its Asian distributors and a number
of OEM customers pushing their demand from the third to the fourth quarter. We
believe the lower sales relates to excess inventory at our customers and we
expect it will also impact our fourth quarter and consequently we are cautious
and projecting our fourth quarter sales to be in the $22 million to $23
million range. Additionally, we expect sales for the first quarter of 2005 to
increase as customers increase their order rates and our new products continue
to gain traction.

Total bookings for the third quarter are expected to be approximately $24.5
million including approximately $2 million in embedded flash products. The
company expects sales of its embedded flash products in the third quarter to
be on track with previous estimates of $1 million to $1.5 million. As
previously reported, during the quarter the company closed its 5 inch wafer
manufacturing facility in Nampa, Idaho. Third-quarter gross margin is expected
to be approximately 46 percent as compared to previous expectations of 49 to
49.5 percent reflecting this transition. The company expects to end the third
quarter with cash of approximately $40 million including repayments of $2.4
million in debt and after repurchasing 551,700 shares of stock for $4.3
million in the quarter.

At 1:30 p.m. Pacific (4:30 p.m. Eastern) today, Monday September 27th, 2004,
Jim Thorburn, the company's Chief Executive Officer will conduct a conference
call with analysts, investors and other interested parties. Access to the call
may be completed by dialing (800) 591-6945 (U.S.) or (617) 614-4911
(international) and indicating passcode: 65054635. The webcast is also being
distributed in a listen-only mode through ZiLOG's website at www.zilog.com and
also over CCBN's Investor Distribution Network at www.companyboardroom.com.
Institutional investors can access the call via CCBN's password-protected
event management site, StreetEvents (www.streetevents.com).
The webcast archive will be available on www.zilog.com in the "Company
Info/Investor Relations" section. A telephone replay of the conference call
will also be available for two weeks after the conference call at (888)
286-8010 (U.S.) and (617) 801-6888 (international) and can be accessed with
passcode: 46660090.

                               About ZiLOG, Inc.

ZiLOG, Inc. (NASDAQ: ZILG) is a global supplier of 8-bit micrologic devices.
We design, manufacture and market a broad portfolio of these devices for
embedded control and communication applications used in our target markets:
consumer electronics, home appliances, security systems, point of sales
terminals, personal computer peripherals, as well as industrial and automotive
applications. We are headquartered in San Jose, California, and employ
approximately 520 people worldwide with sales offices throughout Asia, Europe
and North America. For more information about ZiLOG and our products,
including the eZ80Acclaim! , Z8 Encore!(R) and the CRIMZON microcontroller
families, visit the Company's website at: http://www.ZiLOG.com.

                                     # # #

ZiLOG, Z8, Z80, EZ80 Z8 ENCORE! and Encore!XP are registered trademarks of
ZiLOG, Inc. in the United States and in other countries. EZ80ACCLAIM! and
CRIMZON are trademarks of ZiLOG, Inc. in the United States and in other
countries. Other product and or service names mentioned herein may be
trademarks of the companies with which they are associated.

Contact:
     Perry Grace
     Chief Financial Officer
     Vice President Finance
     (408) 558-8409

______________________________________
Source: ZiLOG, Inc. www.ZiLOG.com

This release contains forward-looking statements relating to expectations,
plans or prospects for ZiLOG, Inc. that are based upon the current
expectations and beliefs of ZiLOG's management and are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. ZiLOG does not expect
to, and disclaims any obligation to, update such forward looking statements
until release of its next quarterly earnings announcement. ZiLOG, however,
reserves the right to update such statements or any portion thereof at any
time for any reason.

For a detailed discussion of these and other cautionary statements, please
refer to the risk factors discussed in filings with the U.S. Securities and
Exchange Commission ("SEC"), including but not limited to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003, and any
subsequently filed reports. All documents also are available through the SEC's
Electronic Data Gathering Analysis and Retrieval system (EDGAR) at
http://www.sec.gov or from the Company's website at www.ZiLOG.com.